In the Canadian Northwest territories, Jazz' team, boosted by the revived Red Alert, Bumblebee, Cliffjumper, Brawn and Huffer, begin to combat the metal virus, but it will take all of their energy to stop it spreading.

In San Francisco, with Superion down, the Optimus Prime's team are in trouble. With Jazz unable to provide back-up, Trailbreaker is knocked out by Devastator. Sideswipe and Sunstreaker soon follow, leaving Prime to stop the Decepticons alone. He summons up all his strength, charges the giant and is able to knock him out by shooting him in the face. However, Optimus is left drained, and at the mercy of Megatron.

Meanwhile, Spike meets his mysterious benefactor. Back in Canada, the Autobots are beginning to run out of energy, and things worsen when the Canadian army arrive to stop them, anxious after previous Transformer attacks. Back at the Pentagon, it turns out that Spike has been rescued by Larry, a local cleaner. He shows Spike a file named the "Lazarus Project". He explains that five years ago, a scientist named Adam Rook worked with General Hallo, and the pair tried to build their own super-robots, but failed. Larry's brother had been an engineer on the project. With this failing, Hallo and Rook then used the defeat of the Decepticons in 1998 to achieve their goal. They took over the deactivated Decepticons, and knowing the Autobots would object, sabotaged the Ark II. Rook disappeared after the explosion, taking the Decepticons with him. Spike is disgusted at Larry's lack of action, and leaves him in the complex. Back in San Francisco, Megatron is still trying to talk Prime over, using the population's greedy actions to illustrate his point. At the DWT HQ, Hallo plans to nuke the city to end the problem once and for all.